ADDITIONAL INFORMATION
7 ADDITIONAL INFORMATION ON THE BOARD
7.1 Aside from directorships held within the Group the Directors hold or have held the following directorships or been a partner in the following partnerships within the five years prior to the date of this document:
Name of Director Current Directorships Past Directorships
John Johnston Action Hotels plc Tenebris Realisations Limited Flowgroup PLC
Johnston Asset Management Limited
Paul Parmar Constellation Health LLC Online Alternatives, Inc. Constellation Health
Investment LLC
First United Health, LLC NAYA Constellation LLC Pegasus Blue Star Group Taira No Kiyomori LLC
Ravi Chivukula None None
David Clark Clark Management Solutions Ltd None
Mark Feuer Allpath, LLC None
Beechwood Capital Beechwood Re
DNS Auto Glass Shop, LLC NOA Diagnostics of N.Y., LLC 7.2 Save as disclosed in this document, none of the Directors has:
(a) any unspent convictions in relation to indictable offences;
(b) had any bankruptcy order made against him or entered into any voluntary arrangements; (c) been a director of a company which has been placed in receivership, compulsory liquidation, creditors’ voluntary liquidation, administration, been subject to a voluntary arrangement or any composition or arrangement with its creditors generally or any class of its creditors whilst he was a director of that company or within the 12 months after he ceased to be a director of that company;
(d) been a partner in any partnership which has been placed in compulsory liquidation, administration or been the subject of a partnership voluntary arrangement whilst he was a partner in that partnership or within the 12 months after he ceased to be a partner in that partnership;
(e) been the owner of any assets or a partner in any partnership which has been placed in receivership whilst he as a partner in that partnership or within the 12 months after he ceased to be a partner in that partnership;
(f) been publicly criticised by any statutory or regulatory authority (including designated professional bodies);
(g) been disqualified by a court from acting as a director of any company or from acting in the management or conduct of the affairs of a Company; or
7.3 Paul Parmar was appointed as a director of a company called Online Alternatives, Inc, which was a subsidiary of Orion, at the time that Constellation Health acquired Orion in 2013. Following that acquisition, the Group determined that Online Alternatives’ business was not core to Orion’s operations and that Online Alternatives, Inc’s business should be wound down and voluntarily liquidated. The dissolution took effect in March 2014.
In April 2011, Deutsche Bank AG obtained judgment against Mr. Parmar in the sum of $1,650,700 with respect to foreclosure proceedings against real estate owned by Mr. Parmar. Although a receiver was appointed in connection with those proceedings, no bankruptcy or voluntary arrangements were entered into. During his tenure, the receiver took steps to terminate the contracts of various suppliers of services at the property, leading to a series of judgments against Mr. Parmar representing in aggregate approximately $30,000. The parties subsequently entered into a confidential settlement agreement that was approved by the Court. As a result of litigation arising from a commercial dispute relating to agreements to lease certain airplanes unconnected with the Group, a civil judgment in favour of Red Line Air, LLC was filed against Mr. Parmar in 2010 in the sum of approximately $16.7 million. In 2011 Mr. Parmar entered into a standstill agreement with the holder of the judgment, which bars any collection or enforcement efforts until 2023. To date, Mr. Parmar has fully complied with the terms of that agreement.
Mr. Parmar is also the subject of two ongoing litigations brought by David Bergstein (“Bergstein”), an individual to whom Mr. Parmar lent significant sums of money. None of these litigations are connected with the Group. Both cases have been resolved and documents are in the process of being finalised and filed to dismiss both cases. Both cases sought an unspecified amount of monetary damages and involved allegations that Mr. Parmar improperly recorded and publicised telephone conversations with Bergstein and alleged civil extortion on Mr. Parmar’s part in relation to his use of such recorded materials. In order to succeed on his claims, Bergstein would have needed to establish not only that Mr. Parmar’s actions were improper, but also that Bergstein has suffered damages to his reputation, business interests or otherwise. Mr. Parmar denied that he made or publicised the recordings for any improper purpose and has asserted that the lawsuits have been filed in an effort to dissuade Mr. Parmar from making further efforts to collect money owed to him by Bergstein. Mr. Parmar received clear and robust advice that Bergstein’s claims were wholly without merit and that in the event that Bergstein were to be successful (the likelihood of which Mr. Parmar is advised is remote) the sums involved would be immaterial and have no bearing whatsoever on the appropriateness of Mr. Parmar’s role with the Company.
8 EMPLOYEES
8.1 The number of permanent employees of the Group at the end of each of the last three financial years, the last of which ended on 31 December 2013 and as at 30 June 2014, is as follows:
30 June 31 December 31 December 31 December
2014 2013 2012 2011